Exhibit 23(h)7
Administrative Agreement between PESF and PEPCO
ADMINISTRATION AGREEMENT
This agreement is effective as of the 1st day of July, 2006 by and
between The Phoenix Edge Series Fund, (the "Fund") including the series listed
under the Fund (each, a "Series" and together the "Series") on Schedule A, and
Phoenix Equity Planning Corporation, a Connecticut corporation (the
"Administrator").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Fund is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund desires to retain the Administrator to render or
otherwise provide for administrative services in the manner and on the terms and
conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said terms and
conditions.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
hereinafter contained, the Fund and the Administrator agree as follows:
1. Appointment and Acceptance. The Fund hereby appoints Phoenix Equity
Planning Corporation to act as Administrator of the Series, subject to the
supervision and direction of the Board of Trustees of the Fund, as hereinafter
set forth. The Administrator hereby accepts such appointment and agrees to
furnish or cause to be furnished the services contemplated by this Agreement.
2. Duties of the Administrator.
(a) The Administrator shall perform or arrange for the
performance of the following administrative and clerical services: (i) maintain
and preserve the books and records, including financial and corporate records,
of the Fund as required by law or otherwise for the proper operation of the
Fund; (ii) prepare and, subject to approval by the Fund, file registration
statements, notices, reports, tax returns and other documents required by U.S.
Federal, state and other applicable laws and regulations (other than state "blue
sky" laws), including proxy materials and periodic reports to shareholders of
the Series, oversee the preparation and filing of registration statements,
notices, reports and other documents required by state "blue sky" laws, and
oversee the monitoring of sales of shares of the Fund for compliance with state
securities laws; (iii) calculate and publish the net asset value of each Series'
shares; (iv) calculate dividends and distributions and performance data, and
prepare other financial information regarding each Series; (v) oversee and
assist in the coordination of, and, as the Board may reasonably request or deem
appropriate, make reports and recommendations to the Board on, the performance
of administrative and professional services rendered to the Series by others
including, but not limited to, the custodian, registrar, transfer agent and
dividend disbursing agent, shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
1
desirable; (vi) furnish corporate secretarial services to the Fund, including,
without limitation, preparation of materials necessary in connection with
meetings of the Fund's Board of Trustees, including minutes, notices of
meetings, agendas and other Board materials; (vii) provide the Fund with the
services of an adequate number of persons competent to perform the
administrative and clerical functions described herein; (viii) provide the Fund
with administrative office and data processing facilities; (ix) arrange for
payment of each Series' expenses; (x) provide routine accounting services to the
Series, and consult with the Fund's officers, independent accountants, legal
counsel, custodian, accounting agent and transfer and dividend disbursing agent
in establishing the accounting policies of the Fund; (xi) prepare such financial
information and reports as may be required by any banks from which the Fund
borrows funds; (xii) develop and implement procedures to monitor the Series'
compliance with legal and regulatory requirements and with the Series'
investment policies and restrictions as set forth in the Fund's currently
effective Prospectus and Statement of Additional Information filed under the
Securities Act of 1933, as amended; (xiii) arrange for the services of persons
who may be appointed as officers of the Fund, including the President, Vice
Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv)
provide such assistance to the investment adviser, the custodian, other Fund
service providers and the Fund counsel and auditors as generally may be required
to carry on properly the business and operations of the Fund. The Fund agrees to
cause the portfolio management agent to deliver to the Administrator, on a
timely basis, such information as may be necessary or appropriate for the
Administrator's performance of its duties and responsibilities hereunder,
including but not limited to, shareholder reports, records of transactions,
valuations of investments (which may be based on information provided by a
pricing service) and records of expenses borne by each Series, and the
Administrator shall be entitled to rely on the accuracy and completeness of such
information in performing its duties hereunder. Notwithstanding anything to the
contrary herein contained, the Fund, and not the Administrator, shall be
responsible for and bear the costs of other service providers such as the
custodian, transfer agent, dividend disbursing agent, shareholder servicing
agents, legal counsel, independent auditors, underwriters, brokers and dealers,
corporate fiduciaries, insurers, printers, banks and such other persons as may
be necessary for the proper operation of the Series.
(b) In providing for any or all of the services listed in section
2(a) hereof, and in satisfaction of its obligations to provide such services,
the Administrator may enter into agreements with one or more other persons or
entities, such as a sub-administrator, to provide such services to the Fund
provided that the Administrator shall be as fully responsible to the Series for
the acts and omissions of any such service providers as it would be for its own
acts or omissions hereunder and provided that the Administrator shall be
responsible for the payment of such services, with the exception of
out-of-pocket expenses which shall be billed to the Series.
(c) All activities of the Administrator shall be conducted in
accordance with the Fund's Declaration of Trust and registration statement,
under the supervision and direction of the Board of Trustees, and in conformity
with the 1940 Act and other applicable federal and state securities laws and
regulations.
3. Expenses of the Administrator. The Administrator assumes the
expenses of and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense
provide office space, facilities, equipment and the
2
necessary personnel which it is obligated to provide under section 2 hereof,
except that the Fund shall pay the expenses of its other service providers such
as the custodian, transfer agent, dividend disbursing agent, shareholder
servicing agents, legal counsel, independent auditors, underwriters, brokers and
dealers, corporate fiduciaries, insurers, printers, banks and such other persons
as may be necessary for the proper operation of the Series and expenses of Fund
officers attending Board meetings as required and such other appropriate out of
pocket expenses as approved by the Board. The Fund shall pay or cause to be paid
all other expenses of the Series referenced in this Agreement.
4. Compensation of the Administrator. For the services provided to the
Fund and each Series by the Administrator pursuant to this Agreement, each
Series shall pay the Administrator monthly for its services, fees at the
following annual rates based on the combined aggregate average daily net assets
of each Series listed on Schedule A plus out of pocket expenses (including out
of pocket expenses of any sub-administrator to the Fund):
Non-Money Market Funds Money Market Funds
---------------------- ------------------
Net Assets Administrative Fee(1) Net Assets Administrative Fee(2)
---------- --------------------- ---------- ---------------------
First $5 Billion .09% All Assets .035%
Next $10 Billion .08%
Over $15 Billion .07%
5. Limitation of Liability of the Administrator; Indemnification. The
Administrator shall not be liable to the Fund or any Series for any error of
judgment or mistake of law or for any loss arising out of any act or omission by
the Administrator, or any persons engaged pursuant to section 2(b) hereof,
including officers, agents and employees of the Administrator and its
affiliates, in the performance of its duties hereunder. Nothing herein contained
shall be construed to protect the Administrator against any liability to the
Fund, a Series, or shareholders to which the Administrator shall otherwise be
subject by reason of willful misfeasance, bad faith, or negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder.
6. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others and services to the Fund in other
capacities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective July 1, 2006 and shall
continue in effect with respect to each Series until December 31, 2006, and
thereafter from year to year so long as such continuation is specifically
approved at least annually by the Board of Trustees of the Fund, including a
majority of the Trustees who are not "interested persons" of the Fund
--------------------------
(1) Fee is based on combined assets of all non-money market series of Phoenix
Funds and The Phoenix Edge Series Fund.
(2) Fee is based on combined assets of all money market series of Phoenix Funds
and The Phoenix Edge Series Fund.
3
within the meaning of the 1940 Act and who have no direct or indirect interest
in this Agreement; provided, however, that this Agreement may be terminated at
any time without the payment of any penalty, on behalf of any or all of the
Series, by the Fund, by the Board or, with respect to any Series, by "vote of a
majority of the outstanding voting securities" (as defined in the ▇▇▇▇ ▇▇▇) of
that Series, or by the Administrator on not less than 60 days' written notice to
the other party. This Agreement shall automatically terminate in the event of
its "assignment" as defined in the 1940 Act.
(b) The Administrator hereby agrees that the books and records
prepared hereunder with respect to the Fund are the property of the Fund and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Fund copies of the
books and records maintained or required to be maintained hereunder, including
in such machine-readable form as agreed upon by the parties, in accordance with
industry practice, where applicable.
8. Amendments of this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Trustees of the Fund and such amendment is set forth in a written instrument
executed by each of the parties hereto.
9. Limitation of Liability. It is expressly agreed that the obligations
of the Fund hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Fund personally,
but bind only the Fund property of the Fund, as provided in the Declaration of
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees or the shareholders of the Fund and signed by the Fund, acting as such,
and neither such authorization by such Trustees and shareholders nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or be binding upon or impose any liability on any of them
personally, but shall bind only the Fund property as provided in its Declaration
of Trust.
10. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of Connecticut as at
the time in effect and the applicable provisions of the 1940 Act. To the extent
that the applicable law of the State of Connecticut, or any provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
11. Counterparts. This Agreement may be executed by the parties hereto
in counterparts and if so executed, the separate instruments shall constitute
one agreement.
12. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier date
of the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed: (a) if
to the Administrator, to the attention of: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and
Secretary, Phoenix Equity Planning Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or (b) if to the Fund, to the attention of: President, The
Phoenix Edge Series Fund, c/o Secretary, The Phoenix Edge Series Fund, ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other address as either party may
designate by written notice to the other. Notice shall also be
4
deemed sufficient if given by telecopier, telegram or similar means of same day
delivery (with a confirming copy by mail as provided herein).
13. Separate Series. This Agreement shall be construed to be made by the
Fund as a separate agreement with respect to each Series, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Series be deemed to constitute a right, obligation or remedy
applicable to any other Series.
14. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes any prior
arrangements, agreements or understandings.
THE PHOENIX EDGE SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: President
PHOENIX EQUITY PLANNING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Secretary
Dated: December 7, 2006
5
SCHEDULE A
(Dated: July 1, 2006)
THE PHOENIX EDGE SERIES FUND
Phoenix Capital Growth Series
Phoenix Mid-Cap Growth Series
Phoenix Strategic Theme Series
Phoenix-Aberdeen International Series
Phoenix-AIM Growth Series
Phoenix-▇▇▇▇▇ Small Cap Growth Series
Phoenix-Alliance/▇▇▇▇▇▇▇▇▇ Enhanced Index Series
Phoenix-Duff & ▇▇▇▇▇▇ Real Estate Securities Series
Phoenix-▇▇▇▇▇▇▇▇ Growth and Income Series
Phoenix-▇▇▇▇▇▇▇▇ Small-Cap Growth Series
Phoenix-▇▇▇▇▇▇▇▇ Strategic Allocation Series
Phoenix-▇▇▇▇▇▇▇ Money Market Series
Phoenix-▇▇▇▇▇▇▇ Multi-Sector Fixed Income Series
Phoenix-▇▇▇▇▇▇▇ Multi-Sector Short Term Bond Series
Phoenix-Kayne Rising Dividends Series
Phoenix-Kayne Small-Cap Quality Value Series
Phoenix-Lazard International Equity Select Series
Phoenix-Northern Dow 30 Series
Phoenix-Northern NASDAQ-100 Index (R) Series
Phoenix-S&P Dynamic Asset Allocation Series: Aggressive Growth
Phoenix-S&P Dynamic Asset Allocation Series: Growth
Phoenix-S&P Dynamic Asset Allocation Series: Moderate Growth
Phoenix-S&P Dynamic Asset Allocation Series: Moderate
Phoenix-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Mid-Cap Value Series
Phoenix-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Small-Cap Value Series
Phoenix-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Series
